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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 12, 2024
MARATHON
DIGITAL HOLDINGS, INC.
(Exact
name of Registrant as Specified in Its Charter)
| Nevada |
|
001-36555 |
|
01-0949984 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
101
NE Third Avenue, Suite 1200
Fort Lauderdale, FL 33301
(Address of principal executive offices and zip code)
(800)
804-1690
(Registrant’s telephone number, including area code)
Not
Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock |
|
MARA |
|
The Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01
Other Events.
Convertible
Notes Offering
On
August 12, 2024, Marathon Digital Holdings, Inc. (the “Company”) issued a press release announcing its intention to offer,
subject to market conditions and other factors, $250.0 million aggregate principal amount of convertible senior notes due 2031 in a private
offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”), and to grant to the initial purchasers of the notes an option to purchase, within a 13-day
period beginning on, and including, the date on which the notes are first issued, up to an additional $37.5 million aggregate principal
amount of the notes. A copy of the press release announcing the offering is filed as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
On
August 12, 2024, the Company issued a press release announcing that it has priced a private offering of $250.0 million aggregate principal
amount of its convertible senior notes due 2031. The notes will only be sold to persons reasonably believed to be qualified institutional
buyers pursuant to Rule 144A under the Securities Act. The Company also granted to the initial purchasers of the notes an option to purchase,
within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $50.0 million
aggregate principal amount of the notes. The offering is expected to close on August 14, 2024, subject to satisfaction of customary closing
conditions.
The
Company estimates that the net proceeds of the offering will be approximately $243.8 million (or approximately $292.5 million
if the initial purchasers exercise in full their option to purchase additional notes), after deducting the initial purchasers’
discounts and commissions but before estimated offering expenses payable by the Company. The Company intends to use the net proceeds
from the sale of the notes to acquire additional bitcoin and for general corporate purposes, which may include working capital, strategic
acquisitions, expansion of existing assets, and repayment of debt and other outstanding obligations.
A
copy of the press release announcing the pricing of the offering is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
The
information included in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.
Cautionary
Note Regarding Forward-Looking Statements
Statements
in this Current Report on Form 8-K and the exhibits attached hereto about future expectations, plans, and prospects, as well as any other
statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning
of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the
estimated net proceeds of the offering, the anticipated use of such net proceeds, and the completion of the offering. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,”
“target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated
by such forward-looking statements as a result of various important factors, including uncertainties related to market conditions and
the completion of the offering on the anticipated terms or at all, the other factors discussed in the “Risk Factors” section
of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February
28, 2024, as amended on May 24, 2024, the “Risk Factors” section of the Company’s Quarterly Report on Form 10-Q filed
with the SEC on August 1, 2024 and the risks described in other filings that the Company may make from time to time with the SEC. Any
forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and the Company specifically
disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise,
except as required by law.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
August 13, 2024 |
MARATHON DIGITAL HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Zabi Nowaid |
| |
Name: |
Zabi
Nowaid |
| |
Title: |
General
Counsel and Corporate Secretary |
Exhibit 99.1
Marathon
Digital Holdings, Inc. Announces Proposed Private Offering of
$250
Million of Convertible Senior Notes
Proceeds
to be used primarily to acquire bitcoin and for general corporate purposes
Fort
Lauderdale, FL, August 12, 2024 (GLOBE NEWSWIRE)—Marathon Digital Holdings, Inc. (NASDAQ: MARA) (“MARA” or the
“Company”), a global leader in leveraging digital asset compute to support the energy transformation, today announced that
it intends to offer, subject to market conditions and other factors, $250 million aggregate principal amount of convertible senior notes
due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers in reliance
on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). MARA also expects to grant to the initial
purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first
issued, up to an additional $37.5 million aggregate principal amount of the notes. The offering is subject to market and other conditions,
and there can be no assurance as to whether, when or on what terms the offering may be completed.
The
notes will be unsecured, senior obligations of MARA and will bear interest payable semi-annually in arrears on March 1 and September
1 of each year, beginning on March 1, 2025. The notes will mature on September 1, 2031, unless earlier repurchased, redeemed or converted
in accordance with their terms. Subject to certain conditions, on or after September 6, 2028, MARA may redeem for cash all or any portion
of the notes. If MARA redeems fewer than all the outstanding notes, at least $75 million aggregate principal amount of notes must be
outstanding and not subject to redemption as of the relevant redemption notice date. Holders of the notes will have the right to require
MARA to repurchase for cash all or any portion of their notes on March 1, 2029. The notes will be convertible into cash, shares of MARA’s
common stock, or a combination of cash and shares of MARA’s common stock, at MARA’s election. Prior to March 1, 2031, the
notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the
close of business on the second scheduled trading day immediately preceding the maturity date. The interest rate, initial conversion
rate, and other terms of the notes will be determined at the time of pricing of the offering.
MARA
intends to use the net proceeds from the sale of the notes to acquire additional bitcoin and for general corporate purposes, which may
include working capital, strategic acquisitions, expansion of existing assets, and repayment of debt and other outstanding obligations.
The
notes will be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities
Act. The offer and sale of the notes and the shares of MARA’s common stock issuable upon conversion of the notes, if any, have
not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and the notes and any
such shares may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
Any offer of the notes will be made only by means of a private offering memorandum.
This
press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the notes, nor shall there be any sale of
the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of any such
state or jurisdiction.
About
MARA
MARA
(NASDAQ:MARA) is a global leader in digital asset compute that develops and deploys innovative technologies to build a more sustainable
and inclusive future. MARA secures the world’s preeminent blockchain ledger and supports the energy transformation by converting
clean, stranded, or otherwise underutilized energy into economic value.
Forward-Looking
Statements
Statements
in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform
Act of 1995. These statements include, but are not limited to, statements relating to the completion, size and timing of the offering,
the anticipated use of any proceeds from the offering, and the terms of the notes. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,”
“would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result
of various important factors, including uncertainties related to market conditions and the completion of the offering on the anticipated
terms or at all, the other factors discussed in the “Risk Factors” section of MARA’s Annual Report on Form 10-K filed
with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2024, as amended on May 24, 2024, the “Risk
Factors” section of MARA’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2024 and the risks described in
other filings that MARA may make from time to time with the SEC. Any forward-looking statements contained in this press release speak
only as of the date hereof, and MARA specifically disclaims any obligation to update any forward-looking statement, whether as a result
of new information, future events, or otherwise, except to the extent required by applicable law.
MARA
Company Contact:
Telephone:
800-804-1690
Email:
ir@mara.com
Exhibit 99.2
Marathon
Digital Holdings, Inc. Announces Pricing of Oversubscribed Offering of Convertible Senior Notes
Proceeds
to be used primarily to acquire bitcoin and for general corporate purposes
Fort
Lauderdale, FL, August 12, 2024 (GLOBE NEWSWIRE) — Marathon Digital Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”),
a global leader in leveraging digital asset compute to support the energy transformation, today announced the pricing of its offering
of $250 million aggregate principal amount of 2.125% convertible senior notes due 2031 (the “notes”). The notes will
be sold in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). MARA also granted to the initial purchasers of the notes an option
to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $50
million aggregate principal amount of the notes. The option to purchase additional notes was upsized from the previously announced option
to purchase $37.5 million aggregate principal amount of notes. The offering is expected to close on August 14, 2024, subject
to satisfaction of customary closing conditions.
The
notes will be unsecured, senior obligations of MARA and will bear interest at a rate of 2.125% per annum, payable semi-annually
in arrears on March 1 and September 1 of each year, beginning on March 1, 2025. The notes will mature on September 1, 2031, unless earlier
repurchased, redeemed or converted in accordance with their terms. Subject to certain conditions, on or after September 6, 2028, MARA
may redeem for cash all or any portion of the notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed,
plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if the last reported sale price of MARA common stock
has been at least 130% of the conversion price then in effect for a specified period of time ending on, and including, the trading day
immediately before the date MARA provides the notice of redemption. If MARA redeems fewer than all the outstanding notes, at least $75
million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date.
Holders
of notes may require MARA to repurchase for cash all or any portion of their notes on March 1, 2029 or upon the occurrence of certain
events that constitute a fundamental change under the indenture governing the notes at a repurchase price equal to 100% of the principal
amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the date of repurchase. In connection
with certain corporate events or if MARA calls any note for redemption, it will, under certain circumstances, be required to increase
the conversion rate for holders who elect to convert their notes in connection with such corporate event or notice of redemption.
The
notes will be convertible into cash, shares of MARA’s common stock, or a combination of cash and shares of MARA’s common
stock, at MARA’s election. Prior to March 1, 2031, the notes will be convertible only upon the occurrence of certain events and
during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding
the maturity date.
The
conversion rate for the notes will initially be 52.9451 shares of MARA common stock per $1,000 principal amount of notes, which
is equivalent to an initial conversion price of approximately $18.89 per share. The conversion rate will be subject to adjustment
upon the occurrence of certain events.
MARA
estimates that the net proceeds from the sale of the notes will be approximately $243.8 million (or approximately $292.5
million if the initial purchasers exercise in full their option to purchase additional notes), after deducting the initial purchasers’
discounts and commissions but before estimated offering expenses payable by MARA.
MARA
intends to use the net proceeds from the sale of the notes to acquire additional bitcoin and for general corporate purposes, which may
include working capital, strategic acquisitions, expansion of existing assets, and repayment of debt and other outstanding obligations.
The
notes are being offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The offer and sale of the notes and the shares of MARA’s common stock issuable upon conversion of the notes, if
any, have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and the notes
and any such shares may not be offered or sold in the United States absent registration or an applicable exemption from such registration
requirements. The offering of the notes is being made only by means of a private offering memorandum.
This
press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the notes, nor shall there be any sale of
the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of any such
state or jurisdiction.
About
MARA
MARA
(NASDAQ:MARA) is a global leader in digital asset compute that develops and deploys innovative technologies to build a more sustainable
and inclusive future. MARA secures the world’s preeminent blockchain ledger and supports the energy transformation by converting
clean, stranded, or otherwise underutilized energy into economic value.
Forward-Looking
Statements
Statements
in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform
Act of 1995. These statements include, but are not limited to, statements relating to the estimated net proceeds of the offering, the
anticipated use of such net proceeds, and the anticipated closing of the offering. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,”
“would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result
of various important factors, including uncertainties related to market conditions and the completion of the offering, uncertainties
related to the satisfaction of closing conditions for the sale of the notes, the other factors discussed in the “Risk Factors”
section of MARA’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on
February 28, 2024, as amended on May 24, 2024, the “Risk Factors” section of MARA’s Quarterly Report on Form 10-Q filed
with the SEC on August 1, 2024 and the risks described in other filings that MARA may make from time to time with the SEC. Any forward-looking
statements contained in this press release speak only as of the date hereof, and MARA specifically disclaims any obligation to update
any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by
applicable law.
MARA
Company Contact:
Telephone:
800-804-1690
Email:
ir@mara.com
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Grafico Azioni MARA (NASDAQ:MARA)
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